DURHAM, N.C., March 27 — Wolfspeed, Inc. (NYSE: WOLF) (“Wolfspeed” or the “Company”), a global leader in silicon carbide technology, today announced the closing of its previously announced private placements of convertible notes, common stock, and pre-funded warrants (the “Private Placements”). In connection with the Private Placements, the Company redeemed approximately $475.9 million of the Company’s outstanding Senior Secured Notes due 2030 (the “Senior Secured Notes”), which is expected to lower annual interest expense by approximately $62 million and total debt by approximately $97 million.
This reduction reflects the completion of the Company’s previously announced Private Placements of (i) $379 million aggregate principal amount of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (the “Notes”) and (ii) 3,250,030 shares of common stock (the “Shares”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,000,000 shares of Wolfspeed’s common stock. The Shares were priced at $18.458 per share, representing a 10% premium to the closing price on March 18, 2026. The price per Pre-Funded Warrant was $18.448. Each Pre-Funded Warrant is exercisable at the option of the holder of such Pre-Funded Warrant for the purchase of one share of the Company’s common stock at an exercise price of $0.01 per share, subject to ownership limitations and customary anti-dilution adjustments.
The aggregate gross proceeds from the Private Placements were used to redeem approximately $475.9 million of the Company’s outstanding Senior Secured Notes. The Company concurrently paid the related premiums, accrued interest, fees and expenses of such redemption of the Senior Secured Notes and the placement agent, financial advisor and legal fees, and other expenses, associated with the Private Placements with cash on hand.
The Private Placements were backed by a strong syndicate of investors, including accounts advised by T. Rowe Price Associates, Inc. and Fidelity Management & Research Company, together with several other notable new and existing anchor investors, reflecting confidence in the Company’s market opportunity and in the strategic role of silicon carbide in enabling next generation technologies.
The Company believes that the Private Placements mark an important step forward in Wolfspeed’s capital optimization strategy.
“We believe this refinancing reflects strong confidence in Wolfspeed’s technology leadership and the long-term growth potential for silicon carbide, demonstrated by the support of new and current institutional investors, including T. Rowe Price investors, among other notable anchor investors, collaborating on this financing,” said Gregor van Issum, Wolfspeed’s Chief Financial Officer. “It also builds on the actions we have already taken to strengthen our balance sheet and represents continued execution against the strategic priorities we have previously outlined, including strict financial discipline, as this transaction has enabled us to reduce our total debt, and to a greater extent, our annual interest expense.”
van Issum continued, “With this stronger financial foundation, we believe we are well positioned to accelerate innovation across our silicon carbide solutions, including 300mm silicon carbide wafers to potentially support next-generation AI computing platforms and immersive AR/VR systems, while continuing to advance our long-term growth strategy and reinforcing Wolfspeed’s position as a pioneer in silicon carbide technology.”
The Notes were issued pursuant to an indenture (the “Indenture”), dated March 26, 2026, between Wolfspeed, Wolfspeed Texas LLC and U.S. Bank Trust Company, National Association, as trustee and collateral agent.
The Notes bear interest at a rate of 3.5% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, and mature on March 15, 2031, unless earlier converted, redeemed or repurchased. Upon conversion, the Notes may be settled in cash, shares of Wolfspeed’s common stock or a combination thereof, at Wolfspeed’s election.
Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC and William Blair & Company L.L.C. acted as placement agents to Wolfspeed in connection with the Private Placements. J. Wood Capital Advisors LLC acted as a financial advisor to Wolfspeed.
The Notes, Shares and Pre-Funded Warrants were issued in a private placement to qualified institutional buyers pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The securities (and the shares of Wolfspeed’s common stock issuable upon conversion of the Notes or exercise of the Pre-Funded Warrants) sold in the Private Placements have not been registered under the Securities Act, or any state or other applicable jurisdiction’s securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Wolfspeed has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the Shares and shares of Wolfspeed’s common stock issuable upon the exercise of the Pre-Funded Warrants sold in the Private Placements.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the securities, nor will there be any sale of such securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
